Women often undergo physical changes during the menopause transition, but the relationship between body image and sexual function in midlife is unclear. We used a qualitative approach to explore how body image relates to sexual function and satisfaction in midlife women. We conducted 19 individual interviews and 3 focus groups (total N = 39) among sexually active women 45-60 years of age using a semistructured guide. Sessions were audiorecorded and transcribed. Two investigators developed a codebook using an iterative process; the primary investigator then coded all data. Codes relating to body image were examined to identify key themes. The mean age was 58 (range 46-59); 54% were White, 36% Black, and 10% were of another race. Most (72%) were peri- or postmenopausal. All but two women identified as heterosexual. Feeling attractive was an important reason for sexual activity. Changes in appearance, especially weight gain and breast changes, were common among these women. Women's body image impacted their sexual satisfaction; women who felt self-conscious about their bodies reported that these concerns had a negative impact on their sexual satisfaction, whereas women who felt confident discussed better sexual satisfaction, even in the face of bodily changes. Black women were more likely to discuss feeling confident than White women. Feeling attractive is important to sexual satisfaction in midlife women. Bodily changes, especially weight gain, are common during midlife. While many women are self-conscious about their appearance, some women develop increased self-acceptance. Supporting positive body image may help midlife women maintain sexual satisfaction with aging.